TOYE Toye & Co.

 
TIDM0000 TIDMTOYE 
 
 
   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, 
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
   Bryan Toye Limited 
 
   Replacement Mandatory Cash Offer by Bryan Toye Limited 
 
   for all the Remaining Shares of Toye & Company plc 
 
   At the request of the Takeover Panel, a Replacement Offer Document in 
relation to the Offer made by Bryan Toye Limited has been posted to 
shareholders today.  This Replacement Offer Document replaces the Offer 
Document dated 9(th) July 2014, which contains certain errors.  In 
particular, the following matters, which have been clarified at the 
request of the Takeover Panel, are brought to your attention. 
 
   Information on Bryan Toye 
 
   In 1956 Mr Bryan Toye joined full time the family business of Toye, 
Kenning & Spencer Limited, spending the next ten years, learning the 
trade in London, the Midlands and overseas. In 1962 he was appointed 
Director of Toye, Kenning & Spencer Limited. 
 
   In 1969 he was appointed Chairman of Toye & Company plc, Toye, Kenning & 
Spencer Limited, John Taylor Poston & Co Limited and other subsidiary 
companies. He has also served as an independent Director on three other 
companies outside the Toye Group. Bryan Toye is the grantee and through 
him Toye Kenning and Spencer holds a Royal Warrant of Appointment to HM 
The Queen as Suppliers of Gold and Silver Laces, Insignia and 
Embroidery. 
 
   He is a former Alderman of the City of London for Lime Street Ward, 
former Hon. Colonel RAOC and RLC London District, currently Hon. 
Ordnance Officer The Tower of London, Past President and formerly Hon. 
Auditor The Royal Warrant Holders Association and Non Executive Director 
Naval Manning Agency. 
 
   He is and has been involved with many other associations and 
organisations and Livery Companies of the City of London. 
 
   It is Mr Toye's wish is to take his family business private once again 
and he has personally financed the bid from his own resources. 
 
   Acceptance is Final 
 
   As the Offer is already unconditional as to acceptances, there is no 
acceptance condition attaching to the Offer nor are there any events 
which might give rise to the ability of any accepting shareholder to 
withdraw his acceptance.   Once the Offer has been accepted, any 
acceptances cannot be withdrawn.  The relevant parts of Appendix 1 of 
the Offer Document have been re-drafted to make this clear. 
 
   Procedure to Accept the Offer 
 
   The procedure to accept the Offer is unchanged and you may use the 
existing Acceptance Form enclosed with the original Offer.  Settlement 
will be made within 14 days of receipt of a valid acceptance. 
 
   Disclosure on website 
 
   A copy of this announcement together with the Replacement Offer Document 
will be available on www.bryantoyelimited.com no later than 12 noon on 
the business day following this announcement. 
 
   Enquiries: 
 
 
 
 
City & Merchant Limited (financial adviser to Bryan 
 Toye Limited)                                        020 7101 7676 
 
 
   This announcement is not intended to and does not constitute or form 
part of any offer or invitation to sell or purchase any securities or 
the solicitation of an offer to purchase, otherwise acquire, subscribe 
for, sell or otherwise dispose of any securities, pursuant to the Offer 
or otherwise, nor shall there be any sale, issue or transfer of the 
securities referred to in this announcement in or into any jurisdiction 
in contravention of any applicable law. The Offer will be made solely by 
the Offer Document (together with, in the case of Shares in certificated 
form, the Form of Acceptance), which will contain the full terms of the 
Offer, including details of how the Offer may be accepted. Shareholders 
should carefully read the Offer Document (and, if they hold their Shares 
in certificated form, the Form of Acceptance) in its entirety before 
making a decision with respect to the Offer. 
 
   Please be aware that addresses, electronic addresses and certain other 
information provided by Shareholders, persons with information rights 
and other relevant persons in connection with the receipt of 
communications generally from BTL may be provided to the Concert Party 
during the Offer Period as required under Section 4 of Appendix 4 of the 
Code. 
 
   City & Merchant Limited ("City & Merchant"), which is authorised and 
regulated in the United Kingdom by the Financial Conduct Authority, is 
acting as financial adviser to BTL and no one else in connection with 
the Offer and will not regard any other person (whether or not a 
recipient of this document) as a client in relation to the Offer and 
will not be responsible to anyone other than BTL for providing the 
protections afforded to its clients, nor for providing advice in 
connection with the Offer or any other matter referred to herein. 
 
   You may request a hard copy of this announcement (and any information 
incorporated by reference in it) by contacting City & Merchant during 
business hours on 020 7101 7676 or by submitting a request in writing to 
City & Merchant at Salisbury House, 29 Finsbury Circus, London EC2M 5QQ. 
It is important that you note that unless you make such a request and 
save as otherwise required by Rule 2.12 of the Code, a hard copy of this 
announcement and any information incorporated by reference in it may not 
be sent to you. 
 
   The Offer is not being and will not be made, directly or indirectly, in 
or into or from, whether by the use of mails or any means of 
instrumentality (including, without limitation telephonically or 
electronically) of interstate or foreign commerce of, or any facilities 
of a national securities exchange of the USA and the Offer should not be 
accepted by any such use, means, instrumentality or facility from or 
within the USA.  Accordingly, copies of this announcement and any 
documentation relating to the Offer are not being, and must not be, 
directly or indirectly, mailed or otherwise forwarded, distributed or 
sent in, into or from whether by the use of mails or any means of 
instrumentality (including, without limitation telephonically or 
electronically) of interstate or foreign commerce of, or any facilities 
of a national securities exchange of the United States of America 
("USA"). Persons receiving this announcement (including without 
limitation custodians, nominees and trustees) must not forward, mail or 
otherwise distribute or send it in, into or from USA, as doing so may 
invalidate any purported acceptance of the Offer. Any person (including, 
without limitation, custodians, nominees and trustees) who would, or 
otherwise intends to, or who may have a contractual or legal obligation 
to, forward this announcement and/or any documentation relating to the 
Offer and/or any other related document to any jurisdiction outside the 
United Kingdom should inform themselves of, and observe, any applicable 
legal or regulatory requirements of any relevant jurisdiction. 
 
   This announcement has been prepared for the purpose of complying with 
English law and the Code and the information disclosed may not be the 
same as that which would have been disclosed if this announcement had 
been prepared in accordance with the laws of any jurisdiction outside 
the UK. 
 
   Disclosure requirements of the Takeover Code (the "Code") 
 
   Under Rule 8.3(a) of the Code, any person who is interested in 1% or 
more of any class of relevant securities of an offeree company or of any 
securities exchange offeror (being any offeror other than an offeror in 
respect of which it has been announced that its offer is, or is likely 
to be, solely in cash) must make an Opening Position Disclosure 
following the commencement of the offer period and, if later, following 
the announcement in which any securities exchange offeror is first 
identified. An Opening Position Disclosure must contain details of the 
person's interests and short positions in, and rights to subscribe for, 
any relevant securities of each of (i) the offeree company and (ii) any 
securities exchange offeror(s). An Opening Position Disclosure by a 
person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm 
(London time) on the 10th business day following the commencement of the 
offer period and, if appropriate, by no later than 3.30 pm (London time) 
on the 10th business day following the announcement in which any 
securities exchange offeror is first identified. Relevant persons who 
deal in the relevant securities of the offeree company or of a 
securities exchange offeror prior to the deadline for making an Opening 
Position Disclosure must instead make a Dealing Disclosure. 
 
   Under Rule 8.3(b) of the Code, any person who is, or becomes, interested 
in 1% or more of any class of relevant securities of the offeree company 
or of any securities exchange offeror must make a Dealing Disclosure if 
the person deals in any relevant securities of the offeree company or of 
any securities exchange offeror. A Dealing Disclosure must contain 
details of the dealing concerned and of the person's interests and short 
positions in, and rights to subscribe for, any relevant securities of 
each of (i) the offeree company and (ii) any securities exchange offeror, 
save to the extent that these details have previously been disclosed 
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 
applies must be made by no later than 3.30 pm (London time) on the 
business day following the date of the relevant dealing. 
 
   If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire  or control an 
interest in relevant securities of an offeree company or a securities 
exchange offeror, they will be deemed to be a single person for the 
purpose of Rule 8.3. 
 
   Opening Position Disclosures must also be made by the offeree company 
and by any offeror and Dealing Disclosures must also be made by the 
offeree company, by any offeror and by any persons acting in concert 
with any of them (see Rules 8.1, 8.2 and 8.4). 
 
   Details of the offeree and offeror companies in respect of whose 
relevant securities Opening Position Disclosures and Dealing Disclosures 
must be made can be found in the Disclosure Table on the Takeover 
Panel's website at www.thetakeoverpanel.org.uk, including details of the 
number of relevant securities in issue, when the offer period commenced 
and when any offeror was first identified. You should contact the 
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in 
any doubt as to whether you are required to make an Opening Position 
Disclosure or a Dealing Disclosure. 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: BRYAN TOYE LIMITED via Globenewswire 
 
   HUG#1822731 
 
 
 
 

Toye & Co (LSE:TOYE)
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부터 5월(5) 2024 으로 6월(6) 2024

Toye & Co (LSE:TOYE)
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부터 6월(6) 2023 으로 6월(6) 2024